Terms of Service
Updated: 25th August 2020
Effective: 7th April 2020
THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (hereinafter “You” or “Your”) AND PRIVASEE AB (hereinafter “Privasee”)
This Agreement governs your use of Privase services, regardless of how accessed, including via an Internet browser, smartphone, tablet, or other mobile device.
Privasee services, hereon referred to a the Service are all GDPR compliance services delivered online, included in the TotalTrust suite: compliance portal, online training, learning on-demand, helpdesk, etc.
If you sign up for the Service on behalf of a Client, you represent that you are duly authorised to represent the entity and accept the terms of this Agreement on behalf of such entity, and any references to “you” in this Agreement refer to such entity and all of its employees, consultants and agents. You are responsible for all activity on the Service that occurs under your account.
Description of Service
We provide online GDPR (General Data Protection Regulation) compliance services known as “TotalTrust”,
(1) GDPR compliance portal,
(2) GDPR helpdesk, knowledgebase, community and downloadable templates
(3) GDPR training
(“Service” or “Services”). You may use the Services for your personal and business use or for internal business purpose in the organisation that you represent. You may connect to the Services using any Internet browser supported by the Services. You are responsible for obtaining access to the Internet and the equipment necessary to use the Services.
Term & Termination
1.1 This Agreement will remain in effect until all of your subscriptions activated in accordance with this Agreement have expired or this Agreement is terminated by you or Privasee (the “Term”). If you elect to use the Service for a free trial period, and do not purchase a subscription before the end of such period, this Agreement will expire at the end of the free trial period.
1.2 Subscriptions purchased by you begin on the start date specified upon payment and continue for the subscription term selected at the time of payment. Subscriptions automatically renew, as described in Section 4.1.
1.3 You are solely responsible for the proper cancellation of your subscription. You may cancel your subscription at any time via Privasee helpdesk
1.4 Privasee may terminate this Agreement at any time in the event you materially breach this Agreement and do not cure such breach within 30 days of Privasee providing you with written notice (including notice by email). However, in the case of your nonpayment (including in the event when your credit card cannot be charged), Privasee may suspend your access to the Service upon any such nonpayment and may terminate this Agreement, if such breach is not remedied within 30 days of notice by Privasee to you. Notwithstanding the foregoing, Privasee may immediately suspend or terminate your access to the Service without liability if you are in violation of Sections 3.1, 3.5 or 12 of this Agreement, as determined by Privasee in its sole discretion. Privasee may also downgrade, suspend or terminate your access to the Service without liability, after providing you with 30 days’ advance written notice, if (a) you fail to affirmatively agree to material modifications of this Agreement pursuant to Section 2.1 below, or (b) you do not log in to or otherwise use the Service for a period of 180 days or more if you have a paid account and for a period of 60 days or more if you have a free account. For instances other than non-payment or violation of Section 3.1, in the event you cancel your subscription or this Agreement is terminated by Privasee or you, Privasee will refund to you any prepaid fees covering any period of the term remaining after the date of termination for all subscriptions. However, no refund will be granted for the then-current month. Notice via email by Privasee to you will be sent to the email address you have provided to us.
1.5 In the event your subscription is terminated, other than in instances where it is terminated by Privasee for your nonpayment or violation of Sections 3.1 or 12, you will continue to have the ability to download the information provided, inputted or uploaded to the Service by you or on your behalf (“Data”) for 30 days after the effective date of expiration or termination. After such 30-day period or if your subscription is terminated due to your nonpayment or violation of Section 3.1, Privasee shall have no obligation to maintain any Data and shall thereafter, unless legally prohibited to do so, delete all of your Data contained in Privasee’s systems or otherwise in its possession or under its control.
Modification of Service or the Agreement
2.1 The Service may be made available in free or paid versions at different levels. Not all features and functionality of the Service may be available in each version or level. Privasee reserves the right, in its sole discretion, to modify, add, or remove portions and/or functionality of the Service on a temporary or permanent basis, without liability to you or any third party.
2.2 Privasee may modify, add, or remove portions of this Agreement at any time. In the event Privasee determines it is necessary to make a material modification to this Agreement, you will be notified of such change and asked to affirmatively agree to such modified Agreement. Note, however, that your use of the Service after modifications to the Agreement become effective constitutes your binding acceptance of such changes. You may review the most current version of this Agreement at: https://privasee.eu/terms-of-service.
2.3 If you are dissatisfied with the terms of this Agreement or any modifications to this Agreement or the Service, you agree that your sole and exclusive remedy is to terminate this Agreement and discontinue any use of the Service. You will be entitled to prorated refund of the unused portion of any prepaid fees. Your continued use of the Service after the effective date of any change to the Terms will be deemed to be your agreement to the modified Terms.
Personal Information and Privacy
Personal information you provide to Privasee through the Service is governed by Privasee Privacy Notice. Your action to use the Service indicates your acceptance of the terms of the Privasee’s Privacy Notice. You are responsible for maintaining confidentiality of your username, password and other sensitive information. You are responsible for all activities that occur in your user account and you agree to inform us immediately of any unauthorized use of your user account to Privasee’s helpdesk. We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account, or otherwise.
Communications from Privasee
Announcements which impact the Services are published under Announcements on the helpdesk site. It is your responsibility to look here before contacting Privasee with operational issues related to the Service. For non-critical communications , i.e. direct marketing you clearly have the choice to opt-out.
Usage Rights; Restrictions; Support
3.1 During the Term, Privasee grants you a limited, non-transferable, non-sublicensable, non-exclusive right to access and use the hosted software products and related documentation included in the Service and all modifications and/or enhancements to any of the foregoing (“Software”) via a web browser or other device owned or controlled by you for your internal business use. Nothing in this Agreement obligates Privasee to deliver or make available any copies of computer programs or code from the Software to you, whether in object code or source code form. You agree to use the Service only in compliance with all applicable local, state, national, and international laws, rules and regulations (“Applicable Law”). You shall not, and shall not agree to, and shall not authorise, encourage or permit any third party to:
- Use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, threatening, abusive, hateful, contains viruses, or is otherwise objectionable as reasonably determined by Privasee;
- Use the Service for any fraudulent or inappropriate purpose;
- Attempt to decipher, decompile, delete, alter or reverse engineer any of the Software;
- Duplicate, make derivative works of, reproduce or exploit any part of the Service without the express written permission of Privasee;
- Use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service other than copying or exporting of the Data as contemplated in the documentation; or
- Rent, lease, distribute, or resell the Software, or access or use the Software or Services for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Software or displayed in connection with the Service.
3.2 Privasee shall:
(i) provide you with basic support in connection with your use of the Service at no additional charge, and with premium support if purchased separately,
(ii) use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (a) planned downtime (which Privasee shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday Central European Time), or (b) any unavailability caused by circumstances beyond Privasee’s reasonable control, including acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), Internet service provider failures or delays, or denial of service attacks, and
(iii) provide the Service only in accordance with Applicable Law.
3.3 Privasee shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the Service, and the security of your Data. Privasee shall not (a) disclose your Data except as compelled by Applicable Law or as you expressly authorize in writing, or (b) access your Data except to provide the Service and prevent or address service or technical problems, or at your express request in connection with customer support matters. In the event we are compelled by Applicable Law to disclose your Data, we will provide you with notice thereof, (in advance, if possible) if permitted by Applicable Law.
3.4 You are solely responsible for your Data, and all uses of your Data that occur through your account.
3.5 If you integrate with Privasee using our API, you must use efficient programming, which will not cause too many requests to be made in too short a period of time, as-determined solely by Privasee. If this occurs, Privasee reserves the right to throttle your API connections, or suspend or terminate your account.
Fees and Payments
4.1 All subscriptions will be automatically renewed from your selected payment method on a recurring basis. Privasee will email you a receipt when your card has been charged. If your card cannot be charged, Privasee will notify and you will need to update your payment information. In the event you do not update your payment information within 22 days of Privasees notice, your access to the Service may be suspended and you will need to update your card information in order to resume use of the Service. There will be no refunds or credits for partial months of service. We do not store your card details. You can upgrade, downgrade or cancel anytime. If the subscription is canceled, refunds and termination of access will follow the Terms of Service. Prices for the online training is in Euro, for the compliance portal in USD. Other restrictions and taxes may apply.
4.2 Annual subscription pricing requires a one-year minimum commitment. If you cancel your full subscription, or your subscription is suspended for nonpayment, before the end of the one-year commitment period, you will no longer qualify for annual subscription pricing and you will be charged the difference between the monthly and annual commitment pricing for the number of months your subscription was active. If you cancel only a portion of your subscription, you may still qualify for annual pricing and the prepaid amounts attributed to that portion will be used against other elements of your subscriptions.
4.3 All fees are exclusive of all taxes or duties imposed by governing authorities. Other than sales taxes which Privasee may be required to collect from you and remit to appropriate taxing authorities, you alone are responsible for payment of all such taxes or duties.
4.4 Privasee may at any time, upon notice of at least 90 days, or a longer period if required by Applicable Law, change the price of your subscription or any part thereof, or institute new charges or fees. Price changes and institution of new charges implemented during your annual subscription period will come into effect for any subsequent annual subscription periods and to all new subscribers after the effective date of the change. If you do not agree to any such price changes, then you must cancel your subscription and stop using the Service prior to the commencement of the renewal subscription period for which the price change applies.
Privasee, Privasee logo, the names of individual Services and their logos are trademarks of Privasee AB. You agree not to display or use, in any manner, the Privasee trademarks, without Privasee’s prior permission.
Intellectual Property Rights
5.1 As between the parties, Privasee owns and shall retain all right, title and interest in and to (a) the Software and the Service, including all intellectual property rights, and (b) transactional and performance data related to your use of the Service. Privasee may collect, use and disclose all such transactional and performance data for its business purposes (including software use optimization and product marketing) provided that such use does not include any personal data that belongs to you or your employees. Refer to Privacy Notice.
5.2 You retain all right, title and ownership interest in and to your Data. Privasee has no right, title or interest in any personal data contained in or related to your Data.
5.3 From time to time during the Term, Privasee may develop, author or prepare custom documents, designs, computer programs, computer documentation and other tangible materials (“Deliverables”), in each case pursuant to a statement of work executed by you and Privasee. Privasee shall own and retain all right, title and interest in and to such Deliverables and hereby grants to you a limited, non-transferable, non-sublicensable, non-exclusive license for you to use such Deliverables for your internal use during the Term. Privasee may reuse any Deliverables, provided that such use does not include personal data.
We respect your right to ownership of content created or stored by you. You own the content created or stored by you.
6.1 Unless otherwise agreed to by you and Privasee, during the Term, Privasee may disclose your company’s name as a customer of Privasee and/or subscriber of the Service, and you hereby grant Privasee the right to display your company, and logo in Privasee’s marketing materials and on Privasees public website, in each case in accordance with any branding guidelines you may provide to Privasee.
Warranties and Limitations of Liability
8.1 Privasee represents, warrants, and covenants as follows:
(a) the Service will perform substantially in accordance with the technical requirements documents that are generally provided by Privasee in connection with the Service (“Documentation”); and
(b) any professional services performed for you by Privasee will be performed in a professional and workmanlike manner, with the degree of skill and care that is required by sound professional procedures and practices.
8.2 To the extent permitted by applicable law, except for the limited warranty provided above, Privasee hereby disclaims all other warranties of merchantability or fitness for a particular purpose with respect to the service, software, documentation, deliverables and other materials that operation of the Services will be error-free or uninterrupted.
8.3 Except for:
(i) Either party’s breach of its confidentality obligations,
(ii) A party’s violation of the other party’s intellectual property rights,
(iii) Either party’s indemnification obligations herunder, or
(iv) Either party’s gross negligence or willful misconduct, (a) in no event will either party be liable for any indirect consequential, special, punitive, or exemplary damages arising out of this agreement, and (b) the aggregate liability of either party to the other with respect to this agreement is limited, to the extent permitted under applicable law, to the fees collected by Privasee AB from you pursuant to this agreement in the six months preceding the event from which the liability arose. The foregoing limitations apply even if such party knew of should have known of the possiblity of such damages and notwithstanding the failure of essential purpose of any limited remedy herein.
You agree to indemnify and hold harmless Privasee, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney’s fees and costs) arising out of or relating to any claims that you have used the Services in violation of another party’s rights, in violation of any law, in violations of any provisions of the Terms, or any other claim related to your use of the Services, except where such use is authorised by Privasee.
Any controversy or claim arising out of or relating to the Terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of the Swedish Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in Sweden and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, Privasee may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.
9.1 Personal Data Breach: In the event of a personal data breach, as defined by the General Data Protection Regulation (GDPR), Privasee will: (a) initiate remedial actions that are in compliance with Articles 33 and 34.
Compliance with Laws; Disclaimers
11.1 Each Party shall comply with all Applicable Law in connection with its own activities under this Agreement. The Service can be configured and used in ways that do not comply with Applicable Laws and it is your sole responsibility to monitor your employees’ use and your use of the Service to ensure that such use complies with and is in accordance with Applicable Law. In no event shall Privasee be responsible or liable for your failure to comply with Applicable Law in connection with your use of the Service.
11.2 Privasee does not provide its customers with legal advice regarding compliance, data protection/privacy or other relevant Applicable Law in the jurisdictions in which you use the Service, and any statements made by Privasee to you shall not constitute legal advice.
11.3 You acknowledge that Privasee exercises no control over your specific human resource practices implemented using the Service or authorized user of the Service. You further agree and acknowledge that Privasee does not have a direct relationship with your employees and that you are responsible for all contact, questions, Data updates and collection, with your employees. In addition, you are responsible for the data protection/privacy (including adopting and posting your own privacy policies governing your treatment of your employees’ Data), collection, use, retention and processing of your employees’ Data, and providing any and all notices and information to your employees regarding the foregoing, in compliance with all Applicable Laws. Privasee hereby disclaims all liability arising from your decisions and from harmful data or code uploaded to the Service by you and/or your employees, contractors or agents.
12.1 Entire Agreement. This Agreement encompasses the entire agreement between you and Privasee with respect to the subject matter hereof and supersedes all prior representations, agreements and understandings, written or oral. No purchase order or other form submitted by you will modify, supersede, add to or in any way vary the terms of this Agreement.
12.2 Modification. This Agreement may only be altered, amended or modified by a written or electronic instrument executed by both parties.
12.3 No Waiver. The failure of Privasee to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
12.4 Severabilty. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall be interpreted so as to reasonably effectuate the intention of the parties and shall not affect the validity and enforceability of any remaining provisions.
12.5 Survival. The provisions of this Agreement that should, by their nature survive termination and/or expiration, shall and do survive such termination and/or expiration.
12.6 Assignment. You may not assign or otherwise transfer any of your rights or obligations under this Agreement without Privasees prior written consent, which consent shall not be unreasonably withheld. This Agreement shall be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. Any assignment in violation of the foregoing will be null and void.
12.7 No Legal Advice; Reliance. No part of this Agreement is intended or shall be construed as legal advice. Privasee shall not be liable for an errors or omissions in the content of this Agreement or for any actions taken in reliance thereon.
END OF TERMS OF SERVICE
13.1 If you have any questions about the Service or this Agreement, you may call us at email us at legal.